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|   |    | such Tax Indemnitee and reasonably satisfactory to Lessee. Such verification shall be binding. Lessee and each Tax Indemnitee agree to provide to such public accounting firm any
information within its possession or control that is reasonably necessary for such public accounting firm to perform such verification. The costs of such verification (including the fee of such public accounting firm) shall be borne by Lessee unless
such verification results in an adjustment in Lessee’s favor of 5% or more of the net present value of the payment (discounted at the Discount Rate) as computed by such Tax Indemnitee, in which case such Tax Indemnitee shall pay those costs.
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|   | (v) | Each Tax Indemnitee shall provide Lessee with such certifications that the Tax Indemnitee is factually and legally eligible to give (and provided that giving such certification will
not materially prejudice the Tax Indemnitee unless Lessee has agreed to indemnify the Tax Indemnitee therefor to the reasonable satisfaction of the Tax Indemnitee), and such information and documentation in such Tax Indemnitee’s possession
required as a condition to the allowance of a reduction in Taxes indemnified under this Common Terms Agreement.  |

  




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|   | (b) | Sales and Use Taxes:  |